Attached files
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| EX-2.1 - ARRANGEMENT AGREEMENT - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex201.htm |
| EX-99.1 - PRESS RELEASE - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex9901.htm |
| EX-99.2 - PRESENTATION - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex9902.htm |
| EX-10.1 - FORM OF SUPPORT AGREEMENT - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex1001.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 30, 2010 (December 23, 2010)
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-32997
(Commission File Number)
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86-0879278
(I.R.S. Employer Identification Number)
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777 Post Oak Boulevard, Suite 910
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(832) 369-6986
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2010, Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), and NGAS Resources, Inc., a British Columbia corporation (“NGAS”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which the Company will acquire all of the issued and outstanding equity of NGAS. The proposed transaction will be implemented by way of a court-approved plan of arrangement under British Columbia law (the “Arrangement”). Under the Arrangement, each common share of NGAS will be transferred to the Company for the right to receive 0.0846 shares of the Company’s common stock. The exchange ratio for the proposed transaction was established based on an agreed stock price of the Company of $6.50, representing a value to NGAS’ shareholders of $0.55 per share. The exchange ratio will not be adjusted for subsequent changes in market prices of the Company’s or NGAS’ common stock prior to the closing of the proposed transaction (the “Closing”).
The Closing is subject to various conditions, including, among others: (i) the approval of the Arrangement Agreement and the Arrangement by two-thirds of the votes cast by NGAS’ shareholders present in person or represented by proxy at NGAS’ special meeting of shareholders, (ii) the receipt of an interim and final order from the Supreme Court of British Columbia pursuant to Section 291 of the Business Corporation Act (British Columbia), (iii) in the case of NGAS’ obligation to close, the full payment of all outstanding amounts owed by NGAS under its existing credit agreement and the full payment of the NGAS 6% amortizing convertible notes that have not been converted into NGAS common shares before the Closing, (iv) in the case of the Company’s obligation to close, (a) the entry into a definitive agreement with a third party to restructure an “out-of-market” gas gathering and transportation agreement on substantially the terms set forth in a letter of intent (the “Letter of Intent”) between the Company, NGAS and such third party, (b) the reduction of change of control, severance and retention benefits payable to NGAS’ officers and employees to an amount not to exceed $5,000,000, and (c) no amendment or rescission prior to the Closing of the fairness opinion delivered to NGAS by NGAS’ financial advisor, (v) the absence of injunctions or restraints imposed by governmental entities, (vi) the accuracy of the representations and warranties of the other party and (vii) compliance by the other party with its obligations under the Arrangement Agreement. In connection with the condition relating to the restructuring of the “out-of-market” gas gathering and transportation agreement, the Letter of Intent provides that (i) the Company would pay $10 million in cash or restricted shares of the Company’s common stock to the third party referred to above and provide such third party with the right to acquire a 50% interest in the Company’s Marcellus gas processing plant, and (ii) NGAS would cancel approximately $7 million in note installments from the third party’s purchase of NGAS’ Appalachian gathering system in August 2009. The Closing is currently expected to occur in the first quarter of 2011.
The Arrangement Agreement includes customary representations, warranties and covenants by the parties, including among other things a “no-solicitation” covenant that restricts NGAS’ ability to solicit third party proposals relating to alternative transactions or to provide information or enter into discussions in connection with alternative transactions, subject to certain limited exceptions to permit NGAS’ Board of Directors to comply with its fiduciary duties. The Arrangement Agreement also contains a covenant that NGAS will use its reasonable best efforts to extend the deadline for completing a qualifying transaction under its previously reported credit agreement waiver and amendment from March 31, 2011 to April 15, 2011 (the “Extension Date”).
The Arrangement Agreement contains certain termination rights for both the Company and NGAS, including if (a) a governmental entity issues an order prohibiting the consummation of the transactions contemplated by the Arrangement Agreement, (b) the Closing has not occurred on or before March 31, 2011 or the Extension Date, or (c) NGAS’ shareholders do not approve the terms of the Arrangement Agreement and the Arrangement. The Arrangement Agreement provides that the Company will be entitled to a termination fee of $4,000,000 if the Arrangement Agreement is terminated upon certain specified events, including in the event NGAS accepts a “Superior Proposal” (as defined in the Arrangement Agreement) or a change in recommendation of NGAS’ Board of Directors, which could result from, among other things, an “Intervening Event” (as defined in the Arrangement Agreement). If the Arrangement Agreement is terminated due to a failure of NGAS’ shareholders to approve the proposed transaction, NGAS will reimburse the Company for all of its reasonable expenses incurred in connection with the proposed transaction up to $4,000,000.
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Concurrently, and in connection with entering into the Arrangement Agreement, certain shareholders of NGAS (the “Shareholders”) entered into a support agreement (the “Support Agreement”) with the Company pursuant to which, subject to the conditions set forth therein, the Shareholders have agreed to vote all voting securities of NGAS beneficially owned by them, as well as any additional shares which they may acquire or own before the NGAS shareholder vote, in favor of the approval and adoption of the Arrangement Agreement and the transactions contemplated therein and to support actions necessary to consummate the Arrangement Agreement. In addition, the Shareholders have agreed not to take any action, in their capacity as shareholders of NGAS, that NGAS is prohibited from taking under the “no-solicitation” restrictions included in the Arrangement Agreement.
The foregoing summary of the Arrangement Agreement and the Support Agreement and the transactions contemplated thereby does not purport to be complete. Additionally, the foregoing summary of the Arrangement Agreement is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference, and the foregoing summary of the Support Agreement is subject to, and qualified in its entirety by, the full text of the Support Agreement, a form of which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
On December 27, 2010, the Company issued a press release announcing the execution of the Arrangement Agreement. A copy of a press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. In connection with the press release, the Company updated its Corporate Presentation available on its website at www.magnumhunterresources.com to include slides related to the proposed transaction, copies of which are attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information provided pursuant to this Item 8.01, including Exhibit 99.1 and Exhibit 99.2 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Forward-Looking Statements
This report contains statements concerning Magnum Hunter Resources Corporation's expectations, beliefs, plans, intentions, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements and others contained in this presentation that are not historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words "anticipate", "believe" ,"continue", "could", "estimate", "expect", "forecast", "goal", "intend", "may", "objective", "plan", "potential", "predict", "projection", "should", "will", or other similar words. Such forward-looking statements relate to, among other things: (1) statements regarding the expected timing of the completion of the proposed transaction, (2) the ability to complete the proposed transaction considering the various closing conditions, (3) the benefits of such transaction and its impact on Magnum Hunter’s business, (4) the Company's proposed exploration and drilling operations on its various properties, (5) the expected production and revenue from its various properties, (6) the Company's proposed redirection as an operator of certain properties and (7) estimates regarding the reserve potential of its various properties. These statements are qualified by important factors that could cause the Company's actual results to differ materially from those reflected by the forward-looking statements. Such factors include but are not limited to: (1) the risk to both companies that the proposed transaction will not be consummated, (2) failure to satisfy any of the conditions to the proposed transaction, (3) adverse effects on the market prices of the parties’ common stock and on operating results because of a failure to complete the proposed transaction, (4) failure to realize the expected benefits of the proposed transaction, (5) negative effects of announcement or consummation of the proposed transaction on the market price of the parties’ common stock, (6) significant transaction costs and or unknown liabilities and general economic and business conditions that affect the parties following the proposed transaction, (7) the Company's ability to finance the continued exploration, drilling and operation of its various properties, (8) positive confirmation of the reserves, production and operating expenses associated with its various properties, (9) the general risks associated with oil and gas exploration, development and operations, including those risks and factors described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission, including but not limited to the Company's Annual Report on Form 10-K for the period ended December 31, 2009 filed on March 31, 2010, and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010 and, filed on May 17, 2010, August 12,2010 and November 12, 2010, respectively. Magnum Hunter Resources Corporation cautions readers not to place undue reliance on any forward-looking statements. Magnum Hunter Resources Corporation does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
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Additional Information about the Proposed Transaction
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, NGAS Resources, Inc. will file a proxy statement and NGAS Resources, Inc. and Magnum Hunter Resources Corporation will file other relevant materials with the SEC. INVESTORS AND SECURITY HOLDERS OF NGAS RESOURCES, INC. ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and security holders may obtain a free copy of the proxy statement and other relevant materials when they become available and any other documents filed by Magnum Hunter Resources Corporation and NGAS Resources, Inc. with the SEC, at the SEC’s website at www.sec.gov. The proxy statement and such other documents filed by NGAS Resources Inc. may also be obtained for free by contacting NGAS Resources, Inc. at 859-263-3948 or 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509-1844 or visiting NGAS Resources, Inc.’s website at www.ngas.com. Copies of any materials filed by Magnum Hunter Resources Corporation may also be obtained for free by contacting Magnum Hunter Resources Corporation at 832-369-6986 or 777 Post Oak Boulevard, Suite 910, Houston, Texas 77056 Attention: Investor Relations or visiting Magnum Hunter Resources Corporation’s website at www.magnumhunterresources.com.
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Participants in the Solicitation
Magnum Hunter Resources Corporation, NGAS Resources, Inc. and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of NGAS Resources, Inc. shareholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Magnum Hunter Resources Corporation’s executive officers and directors in the solicitation by reading the proxy statement for Magnum Hunter Resources Corporation’s 2010 Annual Meeting of Shareholders, which was filed with the SEC on September 3, 2010, and the proxy statement relating to the proposed transaction and other relevant materials filed with the SEC when they become available. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of NGAS Resources, Inc.’s executive officers and directors in the solicitation by reading the proxy statement for NGAS Resources, Inc.’s 2010 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2010, and the NGAS Resources, Inc.’s proxy statement relating to the proposed transaction and other relevant materials to be filed with the SEC when they become available. Certain executives and directors of NGAS Resources, Inc. have interests in the proposed transaction that may differ from the interests of NGAS Resources, Inc.’s shareholders generally, including benefits conferred under severance, retention and change of control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction will be described in the proxy statement when it becomes available.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Arrangement Agreement, dated as of December 23, 2010, by and between Magnum Hunter Resources Corporation and NGAS Resources, Inc.
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10.1
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Form of Support Agreement, dated as of December 23, 2010, between Magnum Hunter Resources Corporation and certain NGAS shareholders
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| 99.1 | Press Release of Magnum Hunter Resources Corporation dated December 27, 2010 | |
| 99.2 | Corporate Presentation | |
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MAGNUM HUNTER RESOURCES CORPORATION
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Date: December 30, 2010
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/s/ Gary C. Evans
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Gary C. Evans,
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1
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Arrangement Agreement, dated as of December 23, 2010, by and between Magnum Hunter Resources Corporation and NGAS Resources, Inc.
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10.1
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Form of Support Agreement, dated as of December 23, 2010, between Magnum Hunter Resources Corporation and certain NGAS shareholders
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| 99.1 | Press Release of Magnum Hunter Resources Corporation dated December 27, 2010 | |
| 99.2 | Corporate Presentation | |
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